Elizabeth Banda Calvo Owen Sonik PERDUE, BRANDON, FIELDER, COLLINS & MOTT, L.L.P. P.O.

Box 13430 Arlington, Texas 76094-0430 Phone: (817) 461-3344 FAX: (817) 860-6509 Email: ebcalvo@pbfcm.com ATTORNEYS FOR CARROLL ISD, et al.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN RE: METROPARK USA, INC. Case No. 11-22866-RDD Debtor. LIMITED OBJECTION TO ENTRY OF FINAL ORDER GRANTING DEBTORS MOTION FOR (I) USE OF CASH COLLATERAL ; (II) GRANTING ADEQUATE PROTECTION; (III) SCHEDULING A FINAL HEARING; AND (IV) GRANTING RELATED RELIEF Chapter 11

TO THE HONORABLE U.S. BANKRUPTCY JUDGE: NOW COME Carroll ISD, Clear Creek ISD, and Spring Branch ISD ("Carroll ISD, et al.") and file this their LIMITED OBJECTION TO ENTRY OF FINAL ORDER GRANTING DEBTORS MOTION FOR (I) USE OF CASH COLLATERAL; (II) GRANTING ADEQUATE PROTECTION; (III) SCHEDULING A FINAL HEARING; AND (IV) GRANTING RELATED RELIEF (the Motion) and state as follows:

1.

Carroll ISD, et al. are political subdivisions of the State of Texas and, as such, are

required by the constitution of the State of Texas to levy and assess ad valorem taxes on all real and

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business personal property located within their respective taxing jurisdictions as of January 1 of each tax year. Pursuant to Texas law, a lien automatically attached to Debtors business personal property located within Carroll ISD, et. al.s taxing jurisdictions on January 1, 2011 to secure payment of the 2011 prepetition taxes, penalties, and interest ultimately imposed on the Debtors property. In re Winns Stores, Inc., 177 B.R. 253 (Bankr. W.D. Tex. 1995); Central Appraisal District of Taylor County v. Dixie-Rose Jewels, Inc., 894 S.W.2d 841 (Tex. App.-Eastland 1995). Texas Tax Code Section 32.01 provides in relevant part:

(a)

On January 1 of each year, a tax lien attaches to property to secure the payment of all taxes, penalties, and interest ultimately imposed for the year on the property . . .

Section 32.01(d) of the Texas Property Tax Code, further, states that the tax liens were perfected on attachment and required no further action on the part of the taxing authorities.

2.

Carroll ISD, et al. hold claims for approximately $15,000 for the outstanding 2011 ad

valorem taxes against business personal property of the Debtors. These claims are secured by prior perfected continuing enforceable tax liens upon the property of the Debtor, as provided by Sections 32.01 and 32.05(b) of the Texas Property Tax Code. 3. Carroll ISD, et al. file this limited objection to the Motion and entry of a final order

granting the Motion to the extent that any liens of DIP lenders or other junior secured lien-holders attempt to prime Carroll ISD, et al.s pre-petition ad valorem tax liens. Carroll ISD, et al. assert their secured lien position would be compromised if their secured tax liens are not adequately protected. With certain limited exceptions, which are not applicable in this case, Section 32.05(c) of the Texas Property Tax Code states that secured tax liens for ad valorem taxes have prior liens in the property. As such, Carroll ISD, et al. assert their secured liens, as prime liens, must be adequately protected and any order granting the Motion should reflect that Carroll ISD, et al.s secured tax liens continue to attach to the collateral

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(including cash proceeds from any sale of assets encumbered by their secured tax liens) to secure the payment of said liens until all taxes, penalties, and interest that may ultimately accrue for the pre-petition 2011 taxes are paid in full pursuant to state law. 4. Carroll ISD, et al. further assert that any proceeds from any sale of business personal

property that is encumbered by Carroll ISD, et al.s ad valorem tax liens should be used to satisfy Carroll ISD, et al.s secured tax liens prior to any DIP lenders or other junior secured lien-holders. In order to adequately protect their secured tax liens, Carroll ISD, et al. request that either their liens be paid at the time of any sale (store closing) that pertains to any of the business personal property encumbered by their secured tax liens, or, in the alternative, a separate escrow or segregated account be created at closing from the proceeds of any such related sale in a sufficient amount to cover all ad valorem property taxes owed to Carroll ISD, et al., with their secured tax liens attaching to these segregated proceeds with the same validity, priority, and effect as they exist under non-bankruptcy law. WHEREFORE, PREMISES CONSIDERED, Carroll ISD, et al. request this Honorable Court to order that their secured ad valorem tax liens for pre-petition 2011 taxes are not primed by the DIP lenders or other junior secured lien-holders, that their ad valorem taxes are to be paid at the time of store closing of any business personal property encumbered by their secured ad valorem tax liens or, in the alternative, that a separate escrow or segregated account be created from any sales proceeds related to such encumbered property for the ad valorem taxes as adequate protection for the tax liens, and for all further relief as is just and proper.

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Respectfully submitted, PERDUE, BRANDON, FIELDER, COLLINS & MOTT, L.L.P. Attorneys for Claimants /s/ Elizabeth Banda Calvo ELIZABETH BANDA CALVO SBN: 24012238 OWEN SONIK SBN: 18847250 P.O. Box 13430 Arlington, Texas 76094-0430 Phone: 817-461-3344 Fax: 817-860-6509 Email: ebcalvo@pbfcm.com

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CERTIFICATE OF SERVICE I do hereby certify that a true and correct copy of the above document was sent via facsimile and/or the Courts electronic case filing system to the following parties on this 18th day of May, 2011: Cooley LLP 1114 Avenue of the Americas New York, NY 10036 Attn: Cathy Hershcopf Jeffrey L. Cohen Fax: 212-479-6275 Riember & Braunstein, LLP Three Center Plaza Boston, Massachusetts 02108 Attn: Donald E. Rothman Fax: 617-880-3456 Solomon Ward Seidenwurm & Smith, LLP 401 B Street Suite 1200 San Diego, CA 32101 Attn: Michael D. Breslauer Fax: 619-231-4755 Office of the U.S. Trustee Southern District of New York 33 Whitehall Street 21st Floor New York, NY 10004 Attn: Susan Golden Fax: 212-668-2255 /s/ Elizabeth Banda Calvo ELIZABETH BANDA CALVO

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